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Hot Topics in Mergers & Acquisitions 2013


Speaker(s): Ann Beth Stebbins, Antonio F. Weiss, C. Scott Lent, Damien R. Zoubek, Daniel H. Burch, Henry O. Gosebruch, Hon. J. Travis Laster, Jennifer A. Paradise, Joshua H. Soven, Kenneth J. Nachbar, Leo M. Greenberg, Lopa Patel Zielinski, Mark E. Plotkin, Mark I. Greene, Melissa Sawyer, Michael Carr, Nicholas P. Panos, Ronald Cami, Sarkis Jebejian, Tony Colarusso
Recorded on: Oct. 15, 2013
PLI Program #: 42361

Lopa P. Zielinski serves as Director and Senior Counsel, Corporate Governance for Teachers Insurance and Annuity Association of America - College Retirement Equities Fund (TIAA-CREF), a full-service financial services group of companies with over $487 billion assets under management (as of 3/31/2012).

On behalf of the boards of the TIAA-CREF group of companies, Ms. Zielinski and her colleagues in the Corporate Governance Group work to enhance the governance and social responsibility practices of companies held within TIAA-CREF's investment portfolios with the objectives of increasing shareholder value and improving long term performance of targeted companies. Prior to joining the Corporate Governance Group, Ms. Zielinski served as Director and Counsel in the office of Corporate Secretary at TIAA-CREF. 

Prior to joining TIAA-CREF, Ms. Zielinski served as in-house securities and governance attorney for Martha Stewart Living Omnimedia, Inc. In addition, she practiced corporate law with Dreifuss, Bonacci, and Parker, LLP in New York and New Jersey. Additionally, she has previous work experience with FINRA and White and Case, LLP. Ms. Zielinski also served as a judicial law clerk to the Honorable John A. O'Shaugnessy, in the Superior Court of New Jersey. 

Ms. Zielinski received her B.A. from Lehigh University, and her J.D. from New England School of Law, where she was a managing editor of the New England Law Review. She also received her LL.M. in securities and financial regulation from Georgetown University Law Center.


Ann Beth Stebbins is a corporate partner in Skadden’s New York office who concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

  • Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;
  • Apax Partners LLP in:
    • its acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;
    • its acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
    • its acquisition of Quality Distribution, Inc.;
    • the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited;
    • its acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and ML Global Private Equity Fund;
    • its acquisition of Tivit, a leading technology service provider in Brazil; and
    • the formation of Advantage-Waypoint, LLC, a consortium of food service brokers;
  • Bally Technologies, Inc., a manufacturer and distributor of gaming devices, in its $100 million acquisition of Dragonplay Ltd. (Israel), a developer of online games; and its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;
  • Colfax Corporation, a manufacturer of fluid handling products, in its acquisition of Victor Technologies Group Inc., a manufacturer of industrial equipment, from Irving Place Capital;
  • Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;
  • Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;
  • J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;
  • Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;
  • SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan; and
  • the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. In 2012, she was recognized as one of five “Outstanding Women Leaders” by Georgetown University Law Center. She also has been named as a “Woman Dealmaker of the Year” by The M&A Advisor.


Antonio Weiss is Global Head of Investment Banking for Lazard. From 2001 to 2009, he was based in Paris, where he served as Vice Chairman of European Investment Banking and, subsequently, Global Head of Mergers and Acquisitions.

Mr. Weiss has advised many of the world's leading corporations in their most significant strategic transactions, with a focus on cross-border or contested activity. Recent transactions include the acquisition by Reynolds American of Lorillard (pending); the merger of Rockwood and Albemarle (pending); the acquisition by Berkshire Hathaway and 3G Capital of Heinz; the sale of D.E Master Blenders (formerly Sara Lee coffee) to JAB and pending merger with Mondelez coffee; the merger of Anheuser-Busch InBev and Grupo Modelo; the acquisition by GlaxoSmithKline of Human Genome Sciences; the acquisition by Google of Motorola Mobility; the acquisition by Kraft Foods of Cadbury; the sale of the North American bottling operations of Coca-Cola Enterprises to Coca-Cola; the combination of InBev and Anheuser-Busch; the merger of KKR Private Equity Investors with KKR and the subsequent listing of KKR; and the acquisitions by Nestlé of Gerber and Novartis Medical Nutrition.

Mr. Weiss is a frequent speaker regarding the global market for corporate control, including recent keynote addresses at the Tulane Corporate Law Institute, the International Bar Association and the University of Pennsylvania Institute for Law and Economics, where he has been a Board Member.

Mr. Weiss is a graduate of Yale College and Harvard Business School, where he was a Baker Scholar and Loeb Fellow. He is a trustee of the Frick Collection and the French-American Foundation. He is also Publisher of The Paris Review, the leading literary quarterly.


C. Scott Lent
Counsel

C. Scott Lent is counsel in Arnold & Porter LLP's New York office and a member of its antitrust and litigation practice groups. Mr. Lent has extensive experience in handling antitrust, transactional, investigational, litigation, and advisory matters across a wide range of industries including media and entertainment, telecommunications, building materials and healthcare.

With regard to transactions, Mr. Lent has managed all aspects of antitrust-related issues in connection with obtaining regulatory approval. He represents clients before many government and regulatory agencies such as the Federal Trade Commission (FTC) and Department of Justice (DOJ) and State Attorneys General (AG) on matters relating to mergers and acquisitions and joint ventures, among others.

Mr. Lent also represents a number of clients in complex litigation as well as civil and criminal investigations, including alleged price-fixing, monopolization, and other restraints of trade and class actions. Additionally, he maintains a sports law practice and has advised numerous sports leagues and teams, including the NBA, NFL, NHL, PGA and AFL.

Additionally, Mr. Lent advises numerous clients on general antitrust and competition matters and compliance with antitrust statutes, including issues relating to the implementation of proposed business plans, competitor collaborations, and unilateral conduct.

Mr. Lent received his J.D. from New York University School of Law in 1999 and was an intern at Kings County District Attorney's Office (Brooklyn, NY) in 1997.

Representative Matters

  • Notable Transactions
    • Walt Disney/Pixar
    • AT&T/Centennial
    • Verizon/RCC
    • Cephalon/Teva
    • Solo/Dart
    • Stryker/Ascent
    • Gen-Probe/Hologic
  • Notable Litigations/Investigations
    • Advised multiple clients regarding alleged price-fixing conspiracies
    • Represented client regarding alleged monopolistic exclusionary conduct
    • Advised multiple clients regarding alleged class actions

Advisories

  • "Antitrust Lessons Drawn from the Challenges of the AMR/US Air Merger" Sep. 2013

Practice Areas

  • Antitrust/Competition
  • Litigation

Education

  • JD, New York University School of Law, 1999
  • BS in Psychology and History, Union College, 1994

Admissions

  • New York
  • US District Court for the Southern District of New York
  • US District Court for the Eastern District of New York


Damien R. Zoubek is a partner in Cravath’s Corporate Department.  His practice primarily encompasses mergers and acquisitions, shareholder activism defense, corporate governance and general corporate matters.  Mr. Zoubek is also a member of the Firm’s Financial Restructuring & Reorganization practice, working on mergers and acquisitions involving distressed companies and in connection with bankruptcy auctions. 

Mr. Zoubek has broad mergers and acquisitions experience spanning numerous industries.  Notable transactions include representing:

  • AmerisourceBergen in numerous transactions, including its $2.575 billion acquisition of PharMEDium and $2.5 billion acquisition of MWI Veterinary Supply
  • Atlas Air Worldwide in its long-term commercial agreements to provide air cargo services to Amazon, and its grant of rights to Amazon to acquire Atlas Air equity
  • Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway
  • Covance in its $6.2 billion sale to LabCorp
  • The Fresh Market in its $1.36 billion sale to affiliates of Apollo
  • IBM in several acquisition transactions, including its acquisitions of The Now Factory, StoredIQ, Emptoris, Cúram, TRIRIGA and Datacap
  • Johnson & Johnson in numerous acquisition and divestiture transactions, including its pending $30 billion acquisition of Actelion and its $19.7 billion acquisition of Synthes
  • Starwood Hotels in its $13.3 billion sale to Marriott International

Mr. Zoubek has been repeatedly recognized as a leading lawyer in mergers and acquisitions by, among others, Chambers USA, The Legal 500, IFLR1000 and Lawdragon’s 500 Leading Lawyers in America.  He was listed in Who’s Who Legal: M&A and Governance 2015.  Mr. Zoubek’s work was featured by the Financial Times in its annual FT North America Innovative Lawyers 2016 report.

Mr. Zoubek received a B.S. from Carnegie Mellon University in 1995 and a J.D. magna cum laude from Georgetown University Law Center in 1999, where he was elected to the Order of the Coif.  He joined Cravath in 1999 and became a partner in 2007.


Daniel H. Burch
Chairman and Chief Executive Officer
MacKenzie Partners, Inc.

Daniel H. Burch is the Chairman, CEO and co-founder in 1990 of MacKenzie Partners, Inc. a leading proxy solicitation, corporate governance and investor relations consulting firm. In his role as advisor to issuers, boards and investors, he is responsible for developing and implementing strategies and campaigns for clients involved in proxy contests, tender offers, mergers, shareholder activism, corporate governance, financial restructurings and other complex corporate transactions. The firm also offers its clients stockholder and bondholder identification, beneficial owner analysis and market surveillance.

Mr. Burch has over 35 years of experience in the Proxy/M&A industry and led his client’s campaigns in most of the largest tender offers and proxy contests during his career. Previously, he served as director of corporate development at Vornado Realty Trust (NYSE:VNO) and as a senior executive at another of the original proxy solicitation firms for nearly 14 years.

Mr. Burch is a graduate of Lehigh University in Bethlehem, PA from which he earned a B.S., majoring in economics and accounting. He is a member of the American Society of Corporate Secretaries and Corporate Governance Professionals and a member of NIRI and frequently lectures on subjects of corporate governance, merger and acquisitions and proxy contests.


Henry Gosebruch is Executive Vice President and Chief Strategy Officer at AbbVie, a global pharmaceutical company employing approximately 28,000 people and marketing medicines in more than 170 countries. As a member of AbbVie’s Executive Leadership Team, he is responsible for Corporate Strategic Planning, Licensing and Acquisitions, Alliance Management, Venture Capital Investments, and Early Stage Collaborations. Henry’s focus is to continue the advancement of AbbVie’s corporate strategy and to identify external opportunities to complement AbbVie’s internal innovation with partnered innovation in order to bring a consistent stream of innovative new medicines to patients worldwide.

Henry joined AbbVie in 2015. Prior to his AbbVie appointment, Henry was Co-Head of J.P. Morgan’s North American Mergers & Acquisitions Group based in New York. He was a member of J.P. Morgan’s M&A group for more than 20 years where he worked on announced M&A transactions in excess of $375 billion in total value involving companies in more than 20 countries. Henry is a frequent speaker on M&A panels and has been quoted by or appeared in articles by Bloomberg, CFO Magazine, the Financial Times, the New York Times and the Wall Street Journal. He has also been a faculty member of the Pli (Practising Law Institute) regarding M&A since 2010. In October 2007 he was selected by the New York Times for its Face Book of Wall Street's Future listing 100 bankers, lawyers and investors.

Henry graduated from the Wharton School at the University of Pennsylvania in 1995. He is a member of the advisory board for the Life Sciences & Management Program at the University of Pennsylvania.


Joshua H. Soven is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher.  Mr. Soven’s practice focuses on government antitrust investigations, antitrust litigation, and counseling on competition issues.

Mr. Soven has served in high-level positions at both U.S. antitrust agencies.  From 2007-2012, Mr. Soven was Chief of the Litigation I Section of the Antitrust Division of the Department of Justice.  In this role, he directed numerous investigations and litigation challenges in the health care, insurance, consumer products, paper, and dairy sectors, including United States v. Blue Cross Blue Shield of Michigan (E.D. Mich., filed 2010) and the reviews of the UnitedHealth Group/Sierra, InBev/Anheuser-Busch, International Paper/Temple-Inland, Grupo Bimbo/Sara Lee, and Unilever/Alberto Culver transactions.

From 2004 to 2007, Mr. Soven was an Attorney Advisor to Federal Trade Commission Chairman Deborah Platt Majoras, where he advised the Chairman on antitrust investigations and enforcement actions in many industries.  At the FTC, Mr. Soven also represented the United States at the Organization for Economic Cooperation and Development and the International Competition Network, and in bilateral meetings with competition agencies in Europe and Asia.

From 1998 to 2004, Mr. Soven served as a Trial Attorney in the Networks and Technology Enforcement Section of the Antitrust Division of the Justice Department.  In that position, he led many investigations in the software, electronic payment system, and financial services sectors, including United States v. First Data/Concord EFS (D.D.C. 2003).

Mr. Soven is a Senior Editor of the Antitrust Law Journal and has served as a Lecturer at the Kellogg School of Management at Northwestern University.

Mr. Soven clerked for Judge Robert G. Doumar of the U.S. District Court for the Eastern District of Virginia.  He earned his J.D. from the University of Virginia School of Law and his B.A. from the University of Pennsylvania.


MARK I. GREENE

Mark I. Greene is a partner in Cravath’s Corporate Department and serves as the Leader of its International Practice and as Chair of the Firm’s Business Development Group. His practice focuses on mergers and acquisitions, corporate governance and securities matters, including advising on cross-border transactions, private equity deals, complex restructuring transactions, proxy fights, takeover defense, hedge fund activism and global securities offerings.

Mr. Greene has been repeatedly recognized as one of the country’s leading practitioners in the mergers and acquisitions area by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2014; Chambers Global: The World’s Leading Lawyers for Business in 2011; The Legal 500 from 2011 through 2014; IFLR1000: The Guide to the World’s Leading Financial Law Firms in 2008, 2009, 2013 and 2014; and PLC Which Lawyer? He was recognized by The Legal 500 in 2008 and 2009 for his work in private equity buyouts. Mr. Greene was also named by Lawdragon’s 500 Leading Dealmakers in America in 2007 and by Lawdragon’s 500 Leading Lawyers in America in 2007 and 2009 through 2014. For the five-year period from 2006 to 2010, he was recognized as the second most valuable M&A lawyer in Germany by Welt am Sonntag. He was also ranked fifth in 2006 European M&A by Legal Week magazine.

Mr. Greene counts among his diverse client base Unilever, KPN, Novartis, Saint Gobain, Schneider Electric, The Linde Group, Amdocs, Mylan and Stanley Black & Decker. Notable transactions include representing: Central Garden & Pet Company in connection with a US$1.1 billion unsolicited offer from Harbinger Group Inc.; Mylan Inc. in its pending US$5.3 billion inversion acquisition of Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business; Unilever in connection with numerous M&A transactions, including the US$2.15 billion sale of its North America pasta sauces business under the Ragú and Bertolli brands to Mizkan Group; Integrys Energy Group, Inc. in its pending US$9.1 billion acquisition by Wisconsin Energy Corporation; the special committee of the board of directors of CNH Global N.V. in connection with the merger of Fiat Industrial S.p.A. and CNH Global with and into CNH Industrial N.V.; The Linde Group in its US$4.6 billion acquisition of Lincare Holdings Inc.; Novartis AG in its US$5.5 billion sale of its Gerber business to Nestle S.A.; Schneider Electric S.A. in its US$6.1 billion acquisition of American Power Conversion Corporation; and The Stanley Works in its US$4.5 billion acquisition of The Black & Decker Corporation.

Mr. Greene serves on the Trustee Council of Cornell University and is an Adjunct Professor of Law at Cornell Law School, where he teaches a course on Mergers and Acquisitions. He is also a Trustee of the Randall’s Island Sports Foundation in New York City, serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania, serves as President of the Board of Trustees of The Allen-Stevenson School in New York City and is a member of the Board of Trustees of The Nightingale-Bamford School in New York City. Mr. Greene is Contributing Editor of Getting the Deal Through: Securities Finance 2013, an overview of regulation in 23 jurisdictions worldwide. Additionally, he co-authored Corporate Law in Germany (2nd edition), an overview of the major principles of German corporate law, and the U.S. section of The Mergers and Acquisitions Review.

Mr. Greene received a B.A. from Cornell University in 1989 and a J.D. from the University of Pennsylvania in 1993. After a clerkship with Hon. Charles Legge of the U.S. District Court for the Northern District of California, he joined Cravath in 1994 and became a partner in 2001.


Mark Plotkin is a partner in the Washington, DC office of Covington & Burling.   In just the past 12 months, he was named a Dealmaker of the Year by The American Lawyer, a Most Valuable Player by Law 360, and a Regulatory and Compliance Trailblazer by The National Law Journal.  He also is top-ranked by Chambers and Partners for his expertise in representing clients before the Committee on Foreign Investment in the United States (CFIUS) as well as for his three decades of experience in handling sophisticated financial services and privacy matters.

In the national security arena, Mr. Plotkin represents clients before the Committee on Foreign Investment in the United States (CFIUS) in obtaining approval for foreign investments in the United States.  He has negotiated some of the most significant, complex and sensitive national security mitigation agreements with the U.S. government since the terrorist attacks of September 11, 2001.  To date, Mr. Plotkin has handled transactions with an aggregate market value of well over $200 billion, including many involving advanced weapons systems, classified intelligence activities, and sensitive homeland security features.  Mr. Plotkin works regularly with senior officials of the Departments of Justice, Homeland Security and Defense, the Federal Bureau of Investigation, the National Security Agency, and other members of the defense and intelligence communities.

His diverse range of clients has included defense contractors such as Northrop Grumman and Raytheon; technology giants such as Microsoft and Verizon; private equity firms such as The Carlyle Group and KKR; sovereign funds and state owned enterprises in Bhutan, China, Israel, Singapore and the United Arab Emirates; financial and investment firms, including American Express and Goldman Sachs; multinational oil companies such as Shell and Exxon-Mobil; media firms such as Publicis and Thomson-Reuters; and consumer product companies such as Starbucks and Procter & Gamble.

Mr. Plotkin is an adjunct professor at Georgetown University Law Center, where he teaches a course on national security law.  He has testified before Congress, Congressional commissions and the Uniform Law Commission.  He joined Covington in 1987 after graduating summa cum laude from Yale College and with honors from Harvard Law School.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech, insurance and cybersecurity.

Ms. Sawyer has been recognized repeatedly as a leading M&A advisor. In 2016, Ms. Sawyer was selected by Super Lawyers as a “Top Woman Attorney in New York.” In 2014 and 2015, Ms. Sawyer was recognized by Chambers USA as a Corporate M&A “Up and Coming” lawyer. She was named a 2017 Rising Star by IFLR1000 and a 2015 “Dealmaker of the Week” by The American Lawyer, and was recognized for Mergers & Acquisitions, Corporate Governance and Compliance, and Business/Corporate by New York Super Lawyers in addition to being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

In the past two years alone, Ms. Sawyer has advised AT&T in its $108.7 billion pending acquisition of Time Warner Inc.; Nike in its strategic partnership to establish a new apparel supply chain company with Apollo Global Management; Apollo Education Group in its $1.1 billion going private transaction and on corporate governance matters related to its ongoing business transformation; Sotheby’s in its repurchase of 2.05 million shares of its common stock from funds managed by Marcato Capital Management, its acquisition of Art Agency, Partners, its support agreement with Taikang Insurance Group and on other ongoing governance matters; Cablevision in its sale to Altice; Cytec in its sale to Solvay; UnitedHealth Group in its acquisition of Catamaran; Tokio Marine in its acquisition of HCC; BBA Aviation in its acquisition of Landmark Aviation and sale of FBOs to KSL; CONMED in its acquisition of SurgiQuest; Diageo in its sale of Bushmills to, and acquisition of Tequila Don Julio from, Casa Cuervo; and Bessemer in the Hubbell reclassification transaction, among other matters.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation, and Secretary of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association.

Ms. Sawyer also speaks and writes on corporate governance and M&A matters. She has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications:

  • “Rogue One: M&A in 2016, and What to Expect in 2017,” The M&A Lawyer (co-author) (January 2017)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)
  • “M&A Implications of Corporate Governance and Succession Planning for Family-Controlled Businesses,” The M&A Lawyer (co-author) (May 2016)
  • “Five Issues Directors of Consumer and Retail Companies Should Consider Immediately Following a Cybersecurity Breach,” Bloomberg BNA (co-author) (July 2015)
  • “Changing Management in the Face of Shareholder Activism: Issues to Consider,” Harvard Business Law Review (March 2015)
  • “Are consumer and retail companies more vulnerable to activism?” The Deal Pipeline (July 2014)
  • “Deal Protections in Tender Offers,” The Review of Securities & Commodities Regulation (co-author) (October 2013)
  • “Corporate Governance Feature: 10b5-1 Plans and M&A Transactions,” The M&A Lawyer (July/August 2013)

Education

2000, University of Virginia Law School, J.D.

1997, Washington and Lee University, B.A.

 

Ms. Sawyer is a Hiring Partner, an Associate Development Partner and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.


Michael Carr is co-head of Goldman Sachs' Mergers & Acquisitions Group, which entails responsibility for managing the firm's mergers and acquisition advisory services globally. In addition, he has an active M&A practice area advising clients who are considering strategic and financing activities in the Industrials, Natural Resources and Consumer sectors.

Michael joined Goldman Sachs as a partner in 1998 in the Mergers & Acquisitions Department of the Investment Banking Division (IBD). From 2000 to 2004, he was based in Hong Kong and was head of Investment Banking for Asia Ex- Japan. Upon his return to New York, Michael became co-head of the Industrials and Natural Resources Group. He was named head of Mergers & Acquisitions for the Americas in 2011 and served in that position until assuming his current role in 2015.

Michael is a member of the IBD Operating Committee and the IBD Client and Business Standards Committee. He has served on the firm’s Partnership Committee and the Asia Management Committee.

Prior to joining the firm, Michael was a managing director at Salomon Brothers Inc where he was head of the Global Mergers & Acquisitions Group.

Michael is Chairman of the Board of Trustees of Choate Rosemary Hall.

Michael earned a BA from Wesleyan University in 1980 and an MBA from the Wharton School of Business in 1985.


Ronald Cami is a partner and General Counsel of TPG. From 2000 until he joined TPG in 2010, Mr. Cami was partner at the law firm, Cravath, Swaine & Moore LLP, in New York City, where his practice was focused on mergers & acquisitions, leveraged transactions and general corporate and board advice. From 1994 through 2000, Mr. Cami was an associate in the New York and London offices of Cravath. Prior to that, Mr. Cami served as law clerk to the Honorable Kevin Thomas Duffy of the Southern District of New York, during which time Judge Duffy presided over the first World Trade Center bombing criminal case. Mr. Cami graduated with honors from Harvard University and earned his J.D., with order of the coif honors from Rutgers Law School.


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, both domestic and cross-border. He also provides governance and other general corporate counseling to clients, boards of directors and investment banks, including in response to shareholder activism.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2016, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A, and in 2013, Law360 selected him as an MVP of the Year for M&A. He was also in The International Who’s Who of Merger & Acquisition Lawyers in 2012, and selected as one of the 2012 BTI Client Service All-Stars by Corporate Counsel. BTI lauded him for his exceptional understanding of his clients’ legal and business objectives, including recognizing client goals and providing innovative solutions tailored to meet each client’s specific needs. The Lawyer selected Sarkis as a “Star Partner” in its “Transatlantic Elite 2011” feature for his work in the energy industry. He was also recognized in the 2009-2010 and 2013-2016 editions of The Legal 500 U.S.

Since joining Kirkland in 2013, Sarkis handled transactions including:

  • Talen Energy in its $5.2 billion sale to Riverstone Holdings
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Corning in connection with the unwinding of its 73-year-old Dow Corning joint venture with Dow Chemical in exchange for 100% of a newly formed corporation that will hold a 40% stake in Hemlock Semiconductor Group and approximately $4.8 billion in cash
  • SunEdison Inc. in connection with its negotiation and agreement with activist investor Greenlight Capital regarding various corporate governance initiatives
  • iGate Corp. in its $4 billion sale to Capgemini
  • Infineon Technologies AG in its $3 billion acquisition of International Rectifier
  • Beechcraft in its $1.4 billion sale to Textron
  • Bain Capital and Golden Gate in their $6.9 billion acquisition of BMC Software
  • Golden Gate and Eddie Bauer in the proposed $825 million sale of Eddie Bauer to Jos A. Bank during the hostile bid by Men’s Wearhouse
  • Vista Equity in its $4.3 billion acquisition of TIBCO Software, $1.1 billion acquisition of The Active Network and $1.8 billion acquisition of Marketo
  • Accenture in various transactions, including its $830 million carve-out sale of Navitaire to Amadeus S.A., $375 million acquisition of Procurian, $317 million acquisition of Acquity Group, acquisition of Cloud Sherpas and joint venture with Apax Partners relating to the carve out of Accenture’s Duck Creek Technologies

Sarkis is a graduate of Columbia College and Columbia Law School, where he was a Harlan Fiske Stone Scholar.


Tony Colarusso
Managing Director, Financial Sponsors Group

Tony is a Managing Director in the Financial Sponsors Group at Morgan Stanley. He joined the Firm in 2006.

Prior to joining Morgan Stanley, he worked in the Leveraged Finance Group at Lehman Brothers and previously practiced corporate law at Simpson Thacher & Bartlett LLP.

Tony received a BA, with honors, from Vanderbilt University and a JD, with honors, from Georgetown University Law Center where he was an editor of the Law Review.

He currently resides in New York City with his wife and two children.


Ms. Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, serves as the Firm's Employment Counsel, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and is a current member of the Committee on Professional Responsibility of the Association of the Bar of the City of New York and is a Coordinating Committee Member of the American Bar Association’s Firm Counsel Connect. She frequently lectures on issues pertaining to professional responsibility.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.

Professional Associations

Member, American Bar Association’s Standing Committee on Ethics and Professional Responsibility
Member, Committee on Professional Responsibility of the Association of the Bar of the City of New York

Bars and Courts

New York State Bar, 2005

Education

JD, Columbia University School of Law, Editor, Columbia Law Review, Stone Scholar, Kent Scholar, 2001

MA, English, Carnegie Mellon University, 1997

BA, Barnard College, cum laude, 1993

Languages

English

Citizenship

United States


Nicholas P. Panos is a Senior Special Counsel in the Office of Mergers and Acquisitions at the SEC’s Division of Corporation Finance in Washington, D.C.  His responsibilities include administering and interpreting the Williams Act and corresponding SEC regulations governing international and hostile business combinations, proxy contests for corporate control and management buyouts.  His SEC career began in the Division of Enforcement where he worked on matters relating to insider trading, front running by investment advisors, and full disclosure in municipal finance offerings.  Mr. Panos is a contributing author to an SEC Interpretive Release issued in July, 2000 on tender offers for limited partnerships and tender offers subject only to §14(e) and Regulation 14E.  In response to the financial crisis that emerged in 2008, Mr. Panos helped develop a short sale disclosure system and engineered the 2009 exemptive relief needed to assist General Motors’ attempt to buyback $28 billion in publicly held debt.  Mr. Panos also was credited for authoring:  proposed reforms to the SEC proxy solicitation rules in 2009; the re-adoption of the beneficial ownership rules in 2011; and, in 2015, the proposed proxy and information statement disclosure provisions on hedging by employees, officers and directors.

Mr. Panos graduated from Colgate University with a B.A. in Economics and obtained his law degree from the University of Denver where he was a member of the Law Review and earned a research credit in a West Publishing textbook on administrative law.  He currently serves as an adjunct professor of law at Georgetown University Law Center in Washington, D.C.  He is a member of the Massachusetts Bar Association and also holds a MBA degree from Columbia University Graduate School of Business in New York City.


J. Travis Laster is a Vice Chancellor on the Court of Chancery of the State of Delaware. He received his A.B summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia, where he served on the Virginia Law Review, was a member of the Order of the Coif, and received the Law School Alumni Association Award for Academic Excellence. Prior to his appointment, he was one of the founding partners of Abrams & Laster LLP. While in private practice, he specialized in litigation involving Delaware corporations and other business entities, and advising on transactional matters carrying a significant risk of litigation. He also wrote and spoke frequently on aspects of business law. Before forming Abrams & Laster, he was a director of Richards, Layton & Finger P.A. Before joining Richards Layton & Finger, he clerked for the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. He is a member of the American Bar Association, Delaware State Bar Association, and the Rodney Inn of Court.


Ken is a member of Morris Nichols’ Corporate and Business Litigation Group. His practice focuses on cases involving mergers and acquisitions, control contests and and shareholder class and derivative actions. He also advises corporate clients and boards of directors with respect to litigation and transactional matters including structuring of corporate transactions, defensive mechanisms and representation of special negotiating committees and special litigation committees.

Ken has participated as acted as lead or co-counsel in many of the seminal cases involving Delaware corporate law, for clients such The Dow Chemical Company, 3M Company, Barclay's Bank Delaware, FedEx Corporation, Oracle Corporation, Allergan, Inc., Air Products and Chemicals, Inc. and KFC Corporation. Ken has also advised Special Committees of the Boards of companies such as Ralph Lauren Corporation, TripAdvisor, Inc. Massey Corporation and MoneyGram International, Inc.

Ken is a Fellow of the American College of Trial Lawyers. He has been recognized annually since 2002 in Chambers USA where he is ranked in the top band of Court of Chancery litigators.

Practice Areas

Corporate and Business Litigation

Education

  • J.D., 1981, New York University School of Law
  • Member, New York University Review of Law and Social Change, 1980-1981
  • B.A., 1978, Haverford College
Admissions to Practice
  • Delaware, 1981
  • U.S. District Court for the District of Delaware, 1982
  • U.S. Court of Appeals for the Third Circuit, 1987
  • U.S. Supreme Court, 2010


Leo Greenberg is a corporate partner in Kirkland's New York office. Leo serves as counsel to large and middle market buyout funds and their portfolio companies in a wide variety of domestic and cross-border transactions, including acquisitions, divestitures, growth capital investments, joint ventures, debt and equity financings, corporate restructurings and workouts. Leo has broad experience counseling clients in a variety of industries, including healthcare, media, technology, consumer products, manufacturing, financial services, logistics/transportation services, oil and gas services and retail.

Leo is listed in the 2013 edition of Chambers USA, America's Leading Lawyers for Business as a "rising star" whose clients describe him as "commercial, extremely hard-working and extremely relationship-focused."

Representative Matters

Select Acquisitions & Divestitures

  • Apax Partners and Hub International Limited in the pending $4.4 billion sale of Hub to funds advised by Hellman & Friedman LLC.
  • The Blackstone Group in its approximately $26 billion acquisition proposal for Dell Inc.
  • TowerBrook Capital Partners in its sales of Rave Cinemas and the St. Louis Blues Hockey Club.
  • Bruckmann, Rosser, Sherrill & Co. in its leveraged acquisitions of Gamo Outdoor, S.L., a Barcelona-based manufacturer of premium airguns, and Royal Robbins, a designer, manufacturer, marketer and retailer of outdoor and travel apparel.
  • Palladium Equity Partners in its sale of Wise Foods, a well-known brand and maker of salty snacks.
  • TowerBrook Capital Partners in various leveraged acquisitions of portfolio companies ranging from $100 million to $500 million, including its acquisition of Vistage International, a CEO membership organization, and HD Supply's IPVF business.
  • Apax Partners and Spyder Active Sports in the sale of Spyder to Authentic Brands Group.
  • Apax Partners in its $1 billion leveraged acquisition of Paradigm Geophysical, an E&P subsurface software solution provider.
  • Apax Partners in its $1.2 billion sale of Qualitest Pharmaceuticals, a generic pharmaceutical manufacturer and distributor.
  • Apax Partners in its $2 billion dual leveraged acquisition of Epicor Software Corporation (effectuated by public tender offer) and Activant Group Inc., software solution providers.
  • Epicor Software Corporation, a portfolio company of Apax Partners, in its acquisition of Solarsoft, a software solution provider.
  • Bankrate, Inc., a portfolio company of Apax Partners, in its $350 million leveraged acquisitions of NetQuote, Inc and Credit Cards, Inc., providers of insurance and credit card leads.
  • Zelnick Media in its leveraged acquisition of Cannella Response Television Inc. and affiliates, a direct response television media supplier.
  • Bruckmann, Rosser, Sherrill & Co. in its sale of Seroyal International, a dietary supplement distributor, and its sale of Wilson Farms, a convenience store chain.

Select Equity Investments

  • Zelnick Media in its minority equity investments in Airvana Corp., a femtocell solutions provider, and Tekelec, Inc., a telecommunications hardware and software producer.
  • Alothon Group in various equity co-investments in Brazilian operating companies.
  • 3i Group in its minority equity investment in Quintiles Transnational Corp., a provider of pharmaceutical clinical trial services.
  • CVC Capital Partners in its purchase of 50% of the equity interests of Pilot Travel Centers LLC, a travel center owner and operator.

Select Recapitalization Transactions

  • Wise Foods, a portfolio company of Palladium Equity Partners, in its 2012 debt recapitalization.
  • Cannella Response Television, a portfolio company of Zelnick Media and Palladium Equity Partners, in its 2011 debt recapitalization.
  • Spyder Active Sports, a portfolio company of Apax Partners, in its 2010 equity and debt recapitalization.
  • Airxcel Inc., a portfolio company of Bruckmann, Rosser, Sherrill & Co., in its 2011 equity and debt recapitalization.

Select Private Funds

  • Avista Capital Partners in the formation of its various managed private equity funds.
  • Ladder Capital Finance in the formation of its loan origination and commercial mortgage-backed securities trading platform.

Practice Areas

  • Private Equity
  • Mergers & Acquisitions
  • Corporate
  • Leveraged Acquisitions
  • Private Funds

Admissions

  • 2005, Connecticut
  • 2006, New York

Education

  • Fordham University School of Law, J.D. 2005 magna cum laude, Order of the Coif, Fordham Law Review, Dean's List 2002-05
  • University of Pennsylvania, M.S.Ed., Secondary Education 1997
  • University of Pennsylvania, B.A., Biology 1996 Dean's List 1995-96